Necessary documentation

a. Choose a Company Name

Uniqueness: The company name must be unique and not already in use by another entity. It should not be misleading or cause confusion with existing companies.
Compliance: Ensure that the name complies with Portuguese regulations regarding naming conventions for businesses.
Verification: You can check the availability of the name on the Portuguese Institute of Registries and Notaries (IRN) website or request assistance from a legal professional from Oporto Accounting.

b. Articles of Association (Contrato de Sociedade)

Name of the Company: Clearly state the chosen name of the company.
Purpose: Define the main activities and business purposes of the company.
Registered Office: Specify the official address of the company’s headquarters in Portugal.
Share Capital: Indicate the amount of share capital and the division of shares among shareholders.
Shareholders’ Contributions: Detail the contributions of each shareholder, whether in cash, kind, or services.
Management Structure: Outline the management structure, including the roles and responsibilities of directors and other key officers.
Decision-Making Process: Define the process for making major decisions, including the voting rights of shareholders and the quorum required for meetings.
Distribution of Profits: Describe how profits will be distributed among shareholders.
Transfer of Shares: Establish the rules and restrictions regarding the transfer of shares.
Dissolution: Include provisions for the dissolution of the company and the distribution of assets.

c. Shareholders’ Details

Personal Information: Collect full names, addresses, nationalities, and identification numbers (passport or national ID) of all shareholders.
Share Allocation: Specify the number of shares each shareholder will hold.
Contact Information: Include email addresses and phone numbers for communication purposes.
Proof of Identity: Obtain certified copies of identification documents (e.g., passport, national ID).

d. Directors’ Details

Personal Information: Collect full names, addresses, nationalities, and identification numbers (passport or national ID) of all directors.
Roles and Responsibilities: Define the roles and responsibilities of each director within the company.
Proof of Identity: Obtain certified copies of identification documents (e.g., passport, national ID).
Non-Conviction Certificate: In some cases, directors may need to provide a certificate of non-conviction (certificado de registo criminal) to ensure they have no criminal record.

e. Registered Office Address

Office Lease Agreement: If the company’s registered office is rented, provide a copy of the lease agreement.
Property Ownership Proof: If the property is owned, provide proof of ownership.
Municipality Approval: Ensure the registered office complies with local zoning and business operation regulations.

f. Financial Plan and Business Plan (Optional but Recommended)

Financial Projections: Prepare detailed financial projections, including expected income, expenses, and profitability.
Business Strategy: Develop a comprehensive business strategy outlining the market analysis, marketing plan, and operational plan.
Funding Sources: Identify potential sources of funding and financial support for the 1. Prepare the Necessary Documentation (continued)

g. Ultimate Beneficial Owner (UBO) Information

Definition: The UBO is the individual(s) who ultimately owns or controls the company, either directly or indirectly.
Identification: Identify all individuals who hold a significant percentage of the shares (typically 25% or more) or who exercise significant control over the company’s management and decisions.
Information Required:

Documentation: Collect certified copies of identification documents (passport, national ID) and any additional documents proving the beneficial ownership.
Declaration: Prepare a UBO declaration form (Declaração do Beneficiário Efetivo), which includes all the collected information about the UBOs. This form must be submitted to the Central Register of Beneficial Owners (Registo Central do Beneficiário Efetivo, RCBE).

h. Obtain a Tax Number (Número de Identificação Fiscal, NIF)

Request NIF: Apply for a corporate tax number (NIF) at the Portuguese Tax Authority (Autoridade Tributária e Aduaneira). This number is essential for all tax-related activities and is required before starting the incorporation process.
Required Documents: Provide the articles of association, proof of registered office, and identification documents of directors.

Foreign Nationals: If any shareholders or directors are foreign nationals, they must obtain a Portuguese tax number (NIF) as well.
Application Process:

In Person: Apply in person at a local tax office (Serviço de Finanças) in Portugal.
Through a Representative: Appoint a fiscal representative in Portugal who can apply for the NIF on their behalf.

For Individuals: Passport or national ID, proof of address, and a completed application form.
For Representatives: Additional documents authorizing the representative to act on behalf of the foreign national.

i. Power of Attorney (if applicable)

For Representatives: If the incorporation process is to be handled by a representative (e.g., a lawyer or accountant), a power of attorney must be prepared.
Contents: The power of attorney should clearly state the authority granted to the representative, including the ability to sign documents and handle the incorporation process.
Notarization: The power of attorney document must be notarized and, if issued abroad, may require legalization or an apostille.

Summary of Key Preparations

Company Name: Verify uniqueness and compliance.
Articles of Association: Draft and prepare.
Shareholders’ and Directors’ Details: Collect necessary personal and identification information.
Registered Office: Secure and document.
UBO Information: Identify and document beneficial owners, and submit the UBO declaration.
Tax Numbers: Obtain NIF for the company and any foreign shareholders or directors.
Power of Attorney: Prepare if using a representative.